Andrae is a partner in the Business Law Group and Co-Chair of the Franchise and Distribution Law Group at McMillan LLP. His transactional practice is focused on advising domestic and international businesses on franchise and distribution matters and corporate/M&A transactions. He has particular expertise in complex franchise arrangements, franchise system mergers and acquisitions, and cross-border/international transactions.

Andrae works with businesses and franchise systems (from start-ups to mature international enterprises) across a broad range of industries including professional services, technology, automotive, restaurant, retail, fitness and healthcare, childcare and education, real estate, manufacturing, and commercial services.

Andrae frequently presents at Canadian and international franchise conferences and events, and routinely writes for national and international franchise journals and publications. He is an active member of various North American franchise organizations, and serves on several steering committees.

Andrae has been awarded the Certified Franchise Executive designation by the Institute of Certified Franchise Executives and is repeatedly named on the prestigious list of “Legal Eagles” by Franchise Times. He is also recognized by Chambers Canada, Who’s Who Legal: Franchise, Who’s Who Legal: Canada, The Canadian Legal Lexpert Directory, the Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada, and Best Lawyers in Canada. Andrae’s literary contributions on the subject of franchise related mergers and acquisitions have earned him the title of “Expert” by Getting the Deal Through.

Canadian Franchise Disclosure Compliance Guide

There is a growing number of Canadian provinces enacting franchise disclosure legislation and a growing number of decided cases providing guidance as to the obligations of franchisors under these statutes. Currently, the provinces of Alberta, Manitoba, Ontario, Prince Edward Island and New Brunswick have such legislation. These statutes are consistent in requiring the delivery of a comprehensive franchise disclosure document before a prospective franchisee pays any money or enters into an agreement relating to the franchise.

The court decisions to date have demonstrated a clear judicial predisposition to a strict interpretation of the wording of the statutes and a willingness to afford aggrieved franchisees their requested remedies.

All of these statutes provide for the significant remedy of rescission for non-disclosure or sufficiently defective disclosure. The courts have also demonstrated a willingness to find sufficient defects to support a rescission remedy even from minor administrative errors.

There is a growing body of legal literature discussing many aspects of franchise disclosure legislation in Canada. However, what is missing is a concise summary of some of the key areas of the disclosure process which, if not handled properly, can lead to devastating and unexpected consequences.